Company closure, in the sense most Kolkata owners mean it, is strike off under section 248 of the Companies Act. A company that has stopped operating applies in Form STK-2 to have its name removed from the register, and the Registrar of Companies, West Bengal publishes a notice and passes the order. It is the cheap, quiet exit for a dormant company. It is not available to a company with assets, debts or a dispute, which needs winding up instead. This page explains who qualifies, what must be cleared first, what the registrar charges and how the process runs from Kolkata.
What is strike off and what must happen first?
STK-2 is the application, and the registrar accepts it only when the company is clean:
- No business for the two preceding financial years, or none since incorporation
- No liabilities and no registered charges outstanding
- Bank accounts closed and a nil statement of accounts certified by a chartered accountant, not older than 30 days at filing
- All overdue annual filings brought current
- Indemnity bond in STK-3 and affidavit in STK-4 from every director, notarised
- A special resolution of members, or consent of 75 percent of members by paid up capital
- Government fee of ₹10,000
The registrar publishes a notice, waits out the objection period and then passes the order. Thirty to sixty days from filing is the usual span.
Which Kolkata companies should consider it?
The cases we see most:
- A Bowbazar family company that moved its business into a new entity and left the old one idle
- A Howrah manufacturing company that stopped production, repaid its bank and now pays additional fees for nothing
- A Salt Lake Sector V startup whose founders took jobs elsewhere two years ago
- A company incorporated for a project, tender or joint venture that never started
- A company that owns nothing and owes nothing but still appears on its directors' MCA records
A company with property, machinery or receivables should not use STK-2; the assets need to be distributed through winding up, and for a West Bengal company liquidation matters sit with the Official Liquidator attached to Calcutta High Court. A company with a running GST dispute or an unpaid loan cannot use it either.
What happens if you leave a dormant company open?
| Year of inaction | AOC-4 and MGT-7 additional fees | Other consequences |
|---|---|---|
| 1 | About ₹73,000 across two forms | Company flagged on the MCA record |
| 2 | About ₹1,46,000 | Bank and investor checks show a defaulting company |
| 3 | About ₹2,19,000 | Directors disqualified for 5 years; registrar can strike off on its own |
| Any | Continuing | Tax notices for unfiled returns sent to the registered office |
The third row is the trap. When the registrar strikes off a company for non filing, the directors are disqualified and cannot sit on any board for five years. When the company applies voluntarily through STK-2, they are not. The difference for a Howrah owner planning a new unit is the ability to be its director.
What does our process look like?
- Eligibility: we pull the MCA record and confirm the no business period, the absence of charges and the pending filings, and quote the complete cost including any backlog.
- Backlog: overdue AOC-4 and MGT-7 are prepared and filed with their additional fees, because STK-2 is not accepted until they are.
- Bank: the accounts are closed and the closure letters obtained.
- Accounts: a chartered accountant prepares and certifies the nil statement of accounts within 30 days of filing.
- Directors: the indemnity bonds and affidavits are signed and notarised, and the special resolution or member consents are collected.
- Filing: STK-2 goes to ROC West Bengal with the ₹10,000 fee and all attachments, and we answer any registrar query.
- Order: the registrar publishes the notice, the objection period runs, and the name is struck off.
From STK-2 filing to the order, 30 to 60 days. Add 2 to 3 weeks before filing for the bank closure and paperwork.
What paperwork does this need?
- Certificate of incorporation, memorandum and articles
- Latest filed financials and the MCA login for the record check
- Bank closure letters for every account
- PAN and Aadhaar of every director for the affidavits and bonds
- Digital signature of a director for the filing
- Details of any loan, charge or dispute, even if you believe it is resolved
What does company closure cost in Kolkata?
The professional fee is ₹9,999 and covers the eligibility check, the certified statement of accounts, the bonds and affidavits, the resolution, the STK-2 filing and follow up to the order. The government fee on STK-2 is ₹10,000, paid at actuals. Notarisation is a small outside cost. Where annual filings are overdue, the backlog is quoted separately with its additional fees, and that is usually the largest number in the total for a company that has been idle for years.
The other registrations close alongside: GST cancellation with the final return on gst.gov.in, surrender of the Certificate of Enlistment from KMC, and closure of the West Bengal profession tax registration. We handle those as a bundle for most Kolkata closures.
How strict is ROC West Bengal on strike off applications?
The registrar checks three things closely. That the statement of accounts is genuinely nil and freshly certified. That no annual filing is pending. That every director has signed the bond and affidavit in the prescribed form with notarisation. A missing director's affidavit, because one founder has moved abroad and is hard to reach, is the single most common reason a Kolkata STK-2 is held up. We plan for it at the eligibility stage by arranging signatures wherever the director is.
The registrar can also reject an application where a tax authority objects during the notice period, which is why the GST and income tax position is cleaned up before filing rather than after.
Why choose LegalX India for company closure in Kolkata?
This is a Kolkata firm, based at 58B, Bidhan Park, Taki Road, Barasat, Kolkata 700124, and strike off applications to ROC West Bengal are monthly work for our CS and CA team. You get a straight answer on eligibility before paying, the total cost including any backlog computed up front, every affidavit and bond done in the prescribed form, and follow up until the order is published. The fee is ₹9,999 plus the ₹10,000 government fee.
If you want the all India picture on strike off, winding up and dormant status, read company closure in India explained. For a company registered in West Bengal, call +91 96356 85435 or request a callback and a CS checks your MCA record and confirms eligibility within 30 minutes.